Whereas, both parties thereto mutua

Whereas, both parties thereto mutually agreed to enter into this contract with the terms and conditions as follows.

Article 1: Products and Prices
The Supplier agreed to sell and the Buyer agreed to buy products at quantity, prices and specifications as stipulated in Annexes or individual confirmed quotation.
Prices of products include packing charge and transportation costs to specified delivery place.

Article 2: Technical conditions and quality of products
As for new products, if reasonably required by Buyer after signing this contract (or attached annexes), Supplier shall make samples of each kind and supply to Buyer within stipulated time as agreed. Buyer will check quality of samples and reply in writing whether samples are accepted or not.
Supplier shall supply products in accordance with drawings and samples agreed between the Parties. If Buyer finds that products supplied by Supplier have any defect by Buyer’s incoming inspection, Supplier is liable to repair or replace such products at Supplier’s cost.

If necessary and agreed between the Parties, the Products will be put in plastic tray packed in carton box. Each carton box has label indicating part number, part name, model, quantity, lot # and name of manufacturer. Plastic tray shall be returned in the next delivery (if any).

Article 3: Intellectual property rights
1. In the case that it has made any invention, design, or creation that is subject to patent, model utility, design, trademark, and/or circuit layout right (hereinafter “industrial property right, etc.”, including entitlement to own those rights), either based on information from Specifications, Drawings, or other technical documents lent by SDV or ideas provided by SDV, or with respect to SDV’s instructions and/or commissioning of manufacturing of an ordered item, Supplier shall notify SDV immediately and negotiate with SDV including, but not limited to ,how to apply for the relevant industrial property right ,etc. and register the inventions, design, or creation as well as attribution of them.
2. Supplier shall use reasonable commercial efforts to assure SDV that none of the items it delivers to SDV infringes a third party’s intellectual property rights, etc, at the time of delivery.
3. In the case that there arises a dispute, involving a third party over an item delivered to SDV by Supplier, for instance over alleged infringement of the third party’s intellectual property rights, etc., and if such a dispute is solely ascribable to Supplier, Supplier shall take care of the dispute solely on its own expense and protect SDV from any possible damage from the dispute, provided that SDV shall (1) inform Supplier thereof promptly, (2) consult with Supplier on solution of such dispute, and (3) assist Supplier to take the appropriate steps to settle such dispute..

Article 4: Confidentiality
1. Neither of the two parties shall leak to any third party any confidential information of each other’s business disclosed through this Contract and/or an individual contract.
2. The previous paragraph is not applicable to any information that satisfies any one or more of the following conditions:
1) The information was already known to the public before it was disclosed to either of the two parties.
2) The disclosed party can prove that it knew the information before the disclosure.
3) The information, after the disclosure, became known to the public for reasons not ascribable to the disclosed party.
4) The information was disclosed from a third party with proper authority to know that information, without any non-disclosure obligation imposed upon the disclosed party.
5) The information was developed by the disclosed party independently of any information disclosed by the other party.
6) A government or a judicial institution has ordered the disclosed party to disclose the information.

Article 5: Quality Assurance:
1. Supplier warrants to Buyer that all parts supplied to Buyer shall be conformed to all rules, regulations, standard as specified in Article 3.
2. If supplier (or manufacturer of the Products) contemplates any change in connection with any material, production method or process, machine, JIGS, DIE, tool or any matters which may affect the quality of supplied Parts, the Supplier shall give prior notice to Buyer and obtain Buyer’s approval before hand with respect to such changes. When delivering such parts, Supplier shall submit to Buyer’s Initial Production Part Procedure.
3. Supplier shall meet Buyer’s request for such plant inspection, as Buyer shall consider reasonable to examine Supplier’s quality control system at Supplier plant. Such inspections may be conducted at any time by Buyer’s person.

Article 6: Defect liability:
1. Even after an ordered item’s ownership has been transferred to Buyer from Supplier, in the case that an accident happens to the item due to any defect that is ascribable to Supplier, Supplier shall either replace or repair that item at its own expense, within one year from the delivery date thereof (or warranty period stipulated by a manufacturer, if any), unless otherwise specified.
However, in the case that it is unclear whether the accident is ascribable to Supplier or Buyer, the two parties shall negotiate and reach an agreement on what actions to take.
2. In the case that any defect of the Products is obviously ascribable to Supplier, Buyer can claim compensation for damages done to Buyer against Supplier, within the time period specified in the previous clause of this Article.

Article 7: Payment Terms
Payment of products: Payment is made in dollar (USD) by remittance to Supplier’s account. Payment documents is according to regulations of ministry of finance of Vietnam.
Due date is at the end of each month and payment will be made at the end of next month. If there is any fee due to NG goods, it will be off set from payment to Tomen.

Article 8: Order and Delivery
Order: In the middle of monthly, Buyer send to Supplier the firmed order of the following month with details such as Product Name, Part No., Quantity, Time of Delivery, estimate quantity for the next two months. Upon receiving the order, Supplier sign to confirm on the order and send back it to Buyer. And if necessary, Buyer discusses Supplier about the way of change, supplement, cancel of the order.
Delivery: Supplier is responsible for delivery under the quantity and time stipulated for each individual order. Supplier is responsible for transportation and means of transportation, each party is responsible for loading / unloading at each site.
At the end of month, both parties will compare the quantity of the goods delivered and received as well as the returned goods by damaged or NG. Then both parties sign to confirm the actual delivered and received goods in order to base on issuing invoice and making payment.

Article 10: Continue to supply products for produce spare part after stop mass production.
In principle, Supplier will notify Buyer in advance in case the Product is discontinued.

Article 11: Liquidated damage
Buyer will be charged interest regulated by the bank in case the payment is not finished after ten days from the due date as set in Article 8. SDV can, after negotiating with Supplier, make a special agreement on delayed delivery compensation to an individual contract for a specific item ordered, as it deems necessary.
Notwithstanding anything in this Contract to the contrary, neither party hereto shall be liable to the other party for special, indirect, incidental, consequential, or punitive damages, or lost profits.


Article 12: Force Majeure
Buyer and Supplier shall not be liable for any delay or failure to perform any provisions of this contract when such delay or failure is due to Force Majeure such as: act of God, Fire, flood, strikes, war, embargoes, blockages or any other causes which can not be forecasted or can not be overcome by due diligence.

Article 13: Duration
This contract comes into force in one year from the date of signing and shall be automatically extended for a successive period of one year unless either of the parties hereto shall give other party a written notice not less than three months prior to the expiration of the current period.
This principle contract supersedes previous contract No.:

Article 14: General condition
Both Parties will undertake to implement correctly and fully terms and conditions in this contract. Any changes in this contract must get the agreement in writing of both Parties.
Any disputes between the Parties arising in respect of implementation of the contract are resolved at first through negotiation. In case both Parties could not reach the amicable agreement, the case shall be settled by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in Hong Kong. The arbitration decision shall be the final and binding both Parties.
This contract is made into two (02) English copies and two (02) Vietnamese copies with equal legal validity. In the event of dispute, the English Version shall prevail. Each party keeps a half of each version.

Kết quả (Anh) 1:

Whereas, both parties thereto mutually agreed to enter into this contract with the terms and conditions as follows.Article 1: Products and PricesThe Supplier agreed to sell and the Buyer agreed to buy products at quantity, prices and specifications as stipulated in Annexes or individual confirmed quotation.Prices of products include charge packing and transportation costs to specified delivery place.Article 2: Technical conditions and quality of productsAs for new products, if reasonably required by Buyer after signing this contract (or attached annexes), the Supplier shall make samples of each kind and supply to Buyer within stipulated time as agreed. Buyer will check the quality of samples and reply in writing whether samples are accepted or not.Supplier shall supply products in accordance with strictest standards and samples agreed between the Parties. If the Buyer finds that products supplied by Supplier have any defect by Buyer's incoming inspection, the Supplier is liable to repair or replace such products at Supplier's cost.If necessary and agreed between the Parties, the Products will be put in plastic tray packed in carton box. Each carton box has label indicating part number, part name, model, quantity, lot # and name of manufacturer. Plastic tray shall be returned in the next delivery (if any).Article 3: Intellectual property rights1. In the case that it has made any invention, design, or creation that is subject to patent, utility model, design, trademark, and/or circuit layout right (hereinafter "industrial property right, etc.", including entitlement to own those rights), either based on information from Specifications, Drawings, or other technical documents lent by SDV or ideas provided by SDV, or with respect to SDV's instructions and/or commissioning of manufacturing of an ordered item , The Supplier shall notify SDV immediately and negotiate with SDV including, but not limited to, how to apply for the relevant industrial property right, etc. and register the inventions, design, or creation as well as attribution of them.2. the Supplier shall use reasonable commercial efforts to assure SDV that none of the items it delivers to a third party's intellectual property infringes SDV rights, etc, at the time of delivery.3. In the case that there arises a dispute, involving a third party over an item delivered to SDV by Supplier, for instance over alleged infringement of the third party's intellectual property rights, etc., and if such a dispute is ascribable solely to Supplier, Supplier shall take care of the dispute solely on its own expense and protect SDV from any possible damage from the dispute , provided that SDV shall (1) inform Supplier thereof promptly, (2) consult with Supplier on solution of such dispute, and (3) assist Supplier to take the appropriate steps to settle such dispute.Article 4: Confidentiality1. Neither of the two parties shall leak to any third party any confidential information of each other's business disclosed through this Contract and/or an individual contract.2. The previous paragraph is not applicable to any information that satisfies any one or more of the following conditions:1) The information was already known to the public before it was disclosed to either of the two parties.2) The disclosed party can prove that it knew the information before the disclosure.3 The information), after the disclosure, became known to the public for reasons not ascribable to the disclosed party.4) The information was disclosed from a third party with proper authority to know that information, without any non-disclosure obligation imposed upon the disclosed party.5) The information was developed by the disclosed party independently of any information disclosed by the other party.6) A government or a judicial institution has ordered the disclosed party to disclose the information.Article 5: Quality Assurance:1. the Supplier warrants to Buyer that all parts supplied to Buyer shall be conformed to all rules, regulations, and standard as specified in Article 3.2. If the supplier (or manufacturer of the Products) contemplates any change in connection with any material, production method or process, machine, JIGS, DIE, tool or any matters which may affect the quality of supplied Parts, the Supplier shall give prior notice to Buyer and obtain approval before Buyer's hand with respect to such changes. When delivering such parts, the Supplier shall submit to Buyer's Initial Production Part Procedure.3. the Supplier shall meet Buyer's request for such plant inspection, as Buyer shall consider reasonable to examine Supplier's quality control system at the plant Supplier. Such inspections may be conducted at any time by Buyer's person. Article 6: the Defect liability: 1. Even after an ordered item's ownership has been transferred to Buyer from Supplier, in the case that an accident happens to the item due to any defect that is ascribable to Supplier, Supplier shall either replace or repair of that item at its own expense, within one year from the delivery date thereof (or warranty period stipulated by a manufacturer, if any) , unless otherwise specified.However, in the case that it is unclear whether the accident is ascribable to Supplier or Buyer, the two parties shall negotiate and reach an agreement on what actions to take.2. In the case that any defect of the Products is obviously ascribable to Supplier, the Buyer can claim compensation for damages done to the Buyer against the Supplier, within the time period specified in the previous clause of this Article.Article 7: Payment TermsPayment of products: Payment is made in dollars (USD) by remittance to Supplier's account. Payment documents is according to regulations of ministry of finance of Vietnam.Due date is at the end of each month and payment will be made at the end of next month. If there is any fee due to NG goods, it will be off set from payment to Tomen.Article 8: Order and Delivery Order: In the middle of monthly, Buyer send to Supplier the firmed order of the following month with details such as Product Name, Part No., Quantity, Time of Delivery, estimate quantity for the next two months. Upon receiving the order, the Supplier sign to confirm the order and send back it to Buyer. And if necessary, Buyer discusses Supplier about the way of change, supplement, cancel of the order.Delivery: the Supplier is responsible for delivery under the quantity and time stipulated for each individual order. Supplier is responsible for transportation and means of transportation, each party is responsible for loading/unloading at each site. At the end of month, both parties will compare the quantity of the goods delivered and received as well as the returned goods by damaged or NG. Then both parties sign to confirm the actual delivered and received goods in order to base on issuing invoice and making payment. Article 10: Continue to supply products for produce spare part after stop mass production. In principle, the Supplier will notify Buyer in advance in case the Product is discontinued.Article 11: Liquidated damageBuyer will be charged interest regulated by the bank in case the payment is not finished after ten days from the due date as set in Article 8. SDV can, after negotiating with Supplier, make a special agreement on delayed delivery compensation to an individual contract for a specific item ordered, as it special qualities necessary.Notwithstanding anything in this Contract to the contrary, neither party hereto shall be liable to the other party for special, indirect, incidental, consequential, or punitive damages, or lost profits.Article 11: Force Majeure Buyer and Supplier shall not be liable for any delay or failure to perform any provisions of this contract when such delay or failure is due to Force Majeure such as act of God, Fire, flood, strikes, wars, embargoes, blockages or any other causes which can not be forecasted or can not be overcome by due diligence. Article 13: DurationThis contract comes into force in one year from the date of signing and shall be automatically extended for a successive period of one year unless either of the parties hereto shall give the other party a written notice not less than three months prior to the expiration of the current period. This principle contract supersedes previous contract No.:Article 14: General conditionBoth Parties will undertake to implement correctly and fully terms and conditions in this contract. Any changes in this contract must get the agreement in writing of both Parties.Any disputes between the Parties arising in respect of implementation of the contract are resolved at first through negotiation. In case both Parties could not reach the amicable agreement, the case shall be settled by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Arbitration Rules Administered in Hong Kong. The arbitration decision shall be the final and binding both Parties. This contract is made into two (2) English copies and two (2) Vietnamese copies with equal legal validity. In the event of dispute, the English Version shall prevail. Each party keeps a half of each version.

Kết quả (Anh) 2:

Còn, cả parties thereto to enter Into this mutually Agreed with the terms and conditions contract to as follows. Article 1: Products and Prices The Supplier Agreed to sell and the Buyer Agreed to buy products at quantity, prices and specifications as stipulated in Annexes or the individual nhận quotation. Prices of products include packing and transportation charges Costs to rõ delivery place. Article 2: Technical conditionsEND_SPAN and quality of products As for new products, if reasonably required by Buyer after signing this contract (or attached ANNEXES), Supplier shall only make samples of each kind and supply to Buyer trong stipulated time as Agreed. Buyer will check quality of samples and reply in writing samples are accepted or not nếu. Supplier shall only supply products in accordance with drawings and samples Agreed Between the Parties. If Buyer finds mà products supplied by Supplier have any defect by Buyer's incoming inspection, the Supplier is liable to repair or replace such 'products at Supplier's cost. If cần and Agreed Between the Parties, the Products will be put in the plastic tray packed in carton box. Each carton box has ngụ label part number, part name, model, quantity, lot # and name of manufacturer. Plastic tray in the next shall only be trả delivery (if any). Article 3: Intellectual property rights 1. In the case it has made ​​any mà invention, design, or subject to patent nằm creation, utility model, design, trademark, and / or circuit layout right (hereinafter "industrial property right, etc." That word gồm rights to own những ), hoặc based on information from Specifications, Drawings, or other technical documents lent by SDV or ideas given below by SDV, or with respect to SDV's instructions and / or commissioning of manufacturing of an ordered item, Supplier shall only notify SDV ngay and negotiate with SDV Including, but not limited to, how to apply for the the relevant industrial property right, etc. and register the Inventions, design, as well as creation or attribution of add. 2. Supplier shall only use reasonable commercial efforts into to Assure SDV mà none of the items it Delivers a third party to SDV infringes intellectual property rights s, etc, at the time of delivery. 3. In the case there arises a Dispute mà, involving a third party over an item to SDV Delivered by Supplier, for instance over alleged Infringement of the third party's intellectual property rights, etc., and if such 'a Dispute is solely ascribable to the Supplier, Supplier shall only take care of the Dispute solely on its own expense and protect from any possible The damage SDV from the Dispute, given below shall only mà SDV (1) promptly inform Supplier thereof, (2) consult with the Supplier on solution of such 'Dispute, and (3) Supplier assist the appropriate steps to take the Dispute to settle such '.. Article 4: Confidentiality 1. Neither of the two parties shall only leak to any third party any confidential information of each other's business disclosed through this Contract and / or safety of the individual contract. 2. The previous paragraph is not applicable to any information mà satisfies any one or more of the sau conditionsEND_SPAN: 1) The information was already known to the public the before it was disclosed to hoặc of the two parties. 2) The party accused disclosed mà Prove it Knew the information is before the disclosure. 3) The information, after the disclosure, became known to the public for lý not ascribable to the disclosed party. 4) The information was disclosed from a third party with authority to know mà proper information, without any non-disclosure Obligation imposed upon the disclosed party. 5) The information was disclosed by the party Developed independently of any information disclosed by the other party. 6) A government requirements or a Judicial institution has ordered the party to disclose the information disclosed. Article 5 : Quality Assurance: 1. Supplier Warrants mà all parts supplied to Buyer shall only be conformed to Buyer to all rules, Regulations, in Article 3 standard as rõ 2. If supplier (or manufacturer of the Products) any change in connection with contemplates any material, production method or process, machine, jigs, DIE, tool or any matters mà the quality of supplied garments hưởng Parts, the Supplier shall only give prior notice to Buyer Buyer's approval and lấy hand with respect to such 'is before changes. When such 'Delivering parts, Supplier shall only submit to Buyer's Initial Production Part Procedure. 3. Supplier shall only meet Buyer's request for such 'plant inspection, Buyer shall only như reasonable as to Examine Supplier's quality control system at the Supplier plant. Such Inspections Conducted at any time lẽ by Buyer's person. Article 6: Defect liability: 1. Even after an ordered item's Ownership Đã truyền to Buyer from Supplier, in the case mà an accident Happens to the item Due to any defect nằm ascribable to Supplier, Supplier shall only hoặc replace or repair mà item at its own expense, trong one year from the delivery date thereof (or stipulated by a manufacturer warranty period, if any), nếu otherwise specified. Tuy nhiên, in the case it is unclear nếu mà the accident is ascribable to the Supplier or Buyer, the two parties shall only negotiate an agreement for tới on what actions to take. 2. In the case any defect of the Products mà is ascribable to the Supplier Obviously, Buyer can claim compensation for Damages done to Buyer với Supplier, trong time period in the previous rõ clause of this Article. Article 7: Payment Terms Payment of products: Payment is made ​​in dollars (USD) to the Supplier's account by Remittance. Payment documents is theo Regulations of ministry of finance of Vietnam. Due date is at the end of each month and payment made ​​at the end sẽ of next month. If there is any fee to NG vì goods, it will be set off from payment to Tomen. Article 8: Order and Delivery Order: In the middle of monthly, send to Supplier Buyer firmed the order of những month with như Product details Name, Part No., Quantity, Time of Delivery, Estimate for the next two months quantity. Upon Receiving the order, Supplier sign to confirm on the order and send it back to Buyer. And if cần, Supplier Buyer discusses about the way of change, supplement, cancel of the order. Delivery: Supplier is responsible for delivery under the quantity and time stipulated for each of the individual order. Supplier is responsible for transportation and Means of transportation, each party is responsible for loading / unloading at each site. At the end of month, will compare the parties cả quantity of the goods as well as Delivered and received by the trả goods damaged or NG . Then sign to confirm cả the actual parties Delivered and received goods in order to base on issuing invoice for making payment. Article 10: Continue to supply spare part tạo products for mass production after stop. In Principle, Supplier will notify Buyer in advance in case the Product is Discontinued. Article 11: Liquidated damage will be charged interest Buyer regulated by the bank in case the payment is not finished after ten days from the Due Date as set in Article 8. SDV can, after Negotiating with Supplier, make a special agreement to secure compensation on delayed delivery of the individual contract for a specific item ordered, as it deems cần. Notwithstanding anything in this Contract to the the contrary, neither party hereto shall only be liable to the other party for special, indirect, incidental, consequential, or punitive Damages, Profits or lost. Article 12: Force Majeure Buyer and Supplier shall only be liable for any delay not or failure to thực Provisions of this contract any delay or failure khi such 'Force Majeure is vì to như: act of God, Fire, Flood , Strikes, war, embargoes, or any other blockages can not be forecasted Causes mà or can not be Overcome by due diligence. Article 13: Duration This contract Comes Into force in one year from the date of signing and shall only be extended for a tự successive period of one year of the parties hereto nếu hoặc other party shall only give a notice not less coal ghi three months prior to the expiration of the current period. This contract supersedes previous Principle No contract .: Article 14: General condition Both Parties will undertake đúng and fully implements to terms and conditions in this contract. Any changes in this contract in writing phải get the agreement of Both Parties. Any Disputes arising in respect giữa Parties of an implementation of the contract are resolved through negotiation at first. In case cả Parties could not Reach the amicable agreement, the case shall only be Settled by Arbitration Administered by the Hong Kong International Arbitration Centre (HKIAC) HKIAC Administered Arbitration Rules dưới in Hong Kong. The Arbitration Decision shall only be final and binding cả the Parties. This contract is made ​​Into two (02) English copies and two (02) copies with equal legal validity Vietnamese. In the event of Dispute, the English Version shall only prevail. Each party keeps a half of each version.